BioSyent closes Oral Science acquisition, grants RSUs

Executive Summary

• BioSyent Inc. has closed the acquisition of Oral Science Inc., a Canadian distributor of specialized dental hygiene and oral health products, for an aggregate purchase price of $25.5 million.
• The transaction was financed through a combination of existing cash, a new senior secured term loan, and a draw on a revolving credit facility, with additional consideration paid in BioSyent common shares and RSUs.
• The acquisition includes contingent earnout payments based on 2025-2026 performance and contingent royalty payments up to $6.0 million until 2033, and remains subject to final TSX Venture Exchange approval.

Key Details

• Transaction Structure: Acquisition of Oral Science Inc. via share purchase agreement dated Feb. 8, 2026.
• Aggregate Purchase Price: $25.5 million.
• Cash Consideration: $22.5 million paid to sellers.
  • Includes $2.0 million additional cash for excess working capital (above the $6.3 million requirement).
  • $200,000 of cash consideration satisfied via grant of 12,666 Restricted Share Units (RSUs) to certain Oral Science employees (vesting on second anniversary).
• Equity Consideration: 234,192 BioSyent common shares issued to sellers at a deemed price of $12.81 per share ($3.0 million aggregate).
  • 167,635 shares subject to a two-year escrow.
  • 66,557 shares subject to a two-year lock-up (25% released every six months).
• Contingent Payments:
  • Cash earnout in 2027 based on 2025 and 2026 business performance.
  • Contingent royalty payments until 2033 based on future sales of one product, capped at $6.0 million.
• Financing:
  • $16.3 million from BioSyent’s liquid cash on hand.
  • $6.0 million one-year senior secured demand term loan from Royal Bank of Canada.
  • $2.0 million draw on RBC senior secured demand revolving credit line facility.
• Regulatory Status: Qualifies as an expedited acquisition under TSX Venture Exchange Policy 5.3; subject to final TSX-V approval.
• Additional Corporate Action: Board approved grant of 8,682 RSUs to certain BioSyent employees (vesting on third anniversary).
• Target Profile: Oral Science Inc. is a Canadian distributor founded in 2003, focusing on periodontal disease, caries, dry mouth, and oral lesions through diagnosis, in-office treatments, home-care, and education.

Notable Quotes

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